Knight Ridder, which has put itself up for sale at the insistence of its largest shareholders, is now scrambling to assemble a panel of journalists from outside the company to evaluate a buyer of the chain, which includes the San Jose Mercury News, Palo Alto Daily News Group and Contra Costa Times. A recently discovered provision in Knight Ridder’s articles of incorporation (10th article) mandates that unless the board of directors determines a new owner would continue the company’s “journalistic excellence,” the buyer must win 80 percent of shareholders’ votes for a sale to be approved. The articles say that the board would make such a decision after hearing from a panel of journalists who have no relationship to KR or the buyer. A story this morning (Feb. 14) by Pete Carey of the Mercury News doesn’t say who might be named to the panel, but quotes a number of experts on corporate governance, like one who said, “Linking board approval to a journalistic issue is unusual. I’ve never heard of that.”

SF Press Club News

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